B2gold Corp 6-K, filed Apr 23, 2020

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2020

Commission File Number: 001-35936

B2GoldCorp.

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 3100, Three BentallCentre

595 Burrard Street

Vancouver, British Columbia V7X 1J1

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

DOCUMENTS INCLUDED AS PARTOF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit99.1

News Release

B2Gold Announces Financial Support toCanadian Community Organizationsand International Governments to Assist those Impacted by COVID-19

**Vancouver, Canada, April 22, 2020 –**B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that the Company is providing financial support to community organizations in Metro Vancouver, Canada, that are on the frontlines in assisting people impacted by COVID-19. B2Gold has also made critical financial contributions to assist communities and governments in Mali, the Philippines, Namibia and Colombia in addressing the risks related to the outbreak of COVID-19.

Clive Johnson, President and CEO of B2Gold stated, “As a Canadian company based in Vancouver, we believe it is essential to support those in our community most vulnerable to the impacts of the COVID-19 pandemic. We are pleased to be working with three respected local organizations that provide food security, health services and housing to at-risk members of the Metro Vancouver community.” Mr. Johnson continued by stating, “Internationally, we are working closely with communities where we operate and local and national governments in their efforts to respond to the COVID-19 crisis. B2Gold is helping to ensure food security and is providing support for medical equipment and health services to local communities around our mining operations.”

In Metro Vancouver, B2Gold is contributing CDN$500,000 to support three local community organizations in response to the COVID-19 outbreak:

Internationally, as announced on April 8, 2020, B2Gold made financial contributions to support local communities and local and national authorities in the countries in which it operates in response to the COVID-19 outbreak:

B2Gold continues to work closely with local communities and local and national authorities in the countries in which it operates to implement enhanced and comprehensive COVID-19 response measures. The Company is closely monitoring activities at each of its sites, ensuring the safe operation of its mines, as well as the safety of its personnel and those living in the surrounding communities.

About B2Gold Corp.

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines Mali, the Philippines and Namibia and numerous exploration and development projects in various countries including Mali and Colombia. B2Gold continues to forecast consolidated gold production of between 1,000,000 and 1,055,000 ounces in 2020.

OnBehalf of B2GOLD CORP.

"CliveT. Johnson"

President& Chief Executive Officer

For more information on B2Gold, please visit the Company website at www.b2gold.com or contact:

The Toronto Stock Exchange and NYSEAmerican LLC neither approve nor disapprove the information contained in this news release.

This news release includes certain“forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”)within the meaning of applicable Canadian and United States securities legislation, including: projections; outlook; guidance;forecasts; estimates; and other statements regarding future or estimated financial and operational performance; statements regardingactivities or achievements of B2Gold including, without limitation: consolidated gold production of between 1,000,000 and 1,055,000ounces in 2020. All statements in this news release that address events or developments that we expect to occur in the future areforward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, althoughnot always, identified by words such as “expect”, “plan”, “anticipate”, “project”,“target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”,“intend” or “believe” and similar expressions or their negative connotations, or that events or conditions“will”, “would”, “may”, “could”, “should” or “might” occur.All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

Forward-looking statements necessarilyinvolve assumptions, risks and uncertainties, certain of which are beyond B2Gold’s control, including risks associated withor related to: the volatility of metal prices and B2Gold’s common shares; changes in tax laws; the dangers inherent in exploration,development and mining activities; the uncertainty of reserve and resource estimates; not achieving production, cost or other estimates;actual production, development plans and costs differing materially from the estimates in B2Gold’s feasibility and otherstudies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmentalregulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate changeregulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities of companiesacquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability offinancing; financing and debt activities, including potential restrictions imposed on B2Gold’s operations as a result thereofand the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreignlaws, including those associated with operations in Colombia and including risks related to changes in foreign laws and changingpolicies related to mining and local ownership requirements or resource nationalization generally; remote operations and the availabilityof adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations;shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including localinstability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners;challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel;the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other miningcompanies; community support for B2Gold’s operations, including risks related to strikes and the halting of such operationsfrom time to time; conflicts with small scale miners; failures of information systems or information security threats; the outcomeof the ongoing tax assessment by the Colombian Tax Office (DIAN) in respect of the Gramalote property; the ability to maintainadequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliancewith anti-corruption laws, and sanctions or other similar measures; social media and B2Gold’s reputation; as well as otherfactors identified and as described in more detail under the heading “Risk Factors” in B2Gold’s most recent AnnualInformation Form, B2Gold’s current Form 40-F Annual Report and B2Gold’s other filings with Canadian securities regulatorsand the U.S. Securities and Exchange Commission (the “SEC”), which may be viewed at www.sedar.com and www.sec.gov,respectively (the “Websites”). The list is not exhaustive of the factors that may affect B2Gold’s forward-lookingstatements.

B2Gold’s forward-looking statementsare based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the informationavailable to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors relatingto B2Gold’s ability to carry on current and future operations, including: development and exploration activities; the timing,extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; theaccuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold’s ability to meet or achieveestimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; thetimely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timelyfinancing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptionsand factors generally associated with the mining industry. B2Gold’s forward-looking statements are based on the opinionsand estimates of management and reflect their current expectations regarding future events and operating performance and speakonly as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management’sbeliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-lookingstatements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressedin, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by theforward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom.For the reasons set forth above, undue reliance should not be placed on forward-looking statements.